Correspondence 0001140361-23-018533 from IPERIONX Ltd (IPX)
IPERIONX Ltd
Date: April 17, 2023 · CIK: 0001898601 · Accession: 0001140361-23-018533
AI Filing Summary & Sentiment
File numbers found in text: 001-41338
Referenced dates: April 13, 2023
Letter
VIA EDGAR SUBMISSION Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission IperionX Limited Form 20-F for the Fiscal Year ended June 30, 2022 Filed August 26, 2022 File No. 001-41338
Dear Mr. Schuler and Mr. Hiller,
Please find our response to the comments set forth in a letter dated April 13, 2023 (the “Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the above-mentioned Annual Report on Form 20-F for the fiscal year ended June 30, 2022 (the “2022 20-F”). References to the “Company,” “IPX,” “we,” “us” and “our” in this letter refer to IperionX Limited, unless otherwise indicated.
For your convenience, we have restated below in bold each comment from the Letter and supplied our responses immediately thereafter. Page references included in our responses are to those contained in Amendment No. 1 to the 2022 20-F (the “Amendment No. 1”).
Form 20-F for the Fiscal Year ended June 30, 2022
D. Property, Plant and Equipment
Titan Project, page 42
1.
Please expand the disclosures proposed in response to prior comment 3, regarding the individual heavy mineral prices, to also include the individual prices for all of the Rare Earth Elements (REE) that contribute to your REE concentrate price along with the percentage of each REE found in your typical concentrate sold.
Response 1: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the individual prices for all of the REE that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate.
Exhibit 15.1
Technical Report Summary on the Titan Project, page E-0
Section 11.8 - Cut-off Grade, page E-28
2.
We note your response to prior comment 5 and the revisions proposed regarding disclosure of individual heavy mineral prices in the technical report summary. In addition to those changes, the individual prices for all of the Rare Earth Elements (REE) that contribute to the REE concentrate price along with the percentage of each REE found in your typical concentrate sold, should be disclosed; Table 21 should also be modified to include the historical prices along with the spot prices and forecast prices utilized.
Response 2: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto to also include the individual prices for all of the REE that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate. We have also revised the disclosure to include the historical prices along with the spot prices and forecast prices utilized.
Section 13.3 - Production Target and Mine Schedule, page E-32
3.
We note your response to prior comment 7 including the proposed final mining limit map and LOM mine production schedule. The technical report summary should also include the mining schedules utilized in the cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.
Response 3: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the mining schedules utilized in the cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.
Section 19 - Economic Analysis, page E-57
4.
We note the revisions proposed in response to prior comment 10 regarding the cash flow analyses for the indicated resources and combined indicated and inferred resources.
The cash flow analyses should be further revised to include the corresponding LOM production schedule (tonnage & grade) and a line item for royalties; and the results of the analyses should be described in the accompanying text with equal prominence.
Response 4: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the corresponding LOM production schedule (tonnage & grade). We respectfully advise the Staff that the only royalties payable are landowner royalties which we have included as a separate line item. We have also revised the disclosure to describe the results of the analyses in the accompanying text with equal prominence.
Sincerely,
/s/ Greg Swan
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CORRESP
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filename1.htm
VIA EDGAR SUBMISSION
Mr. George K. Schuler and Mr. Karl Hiller
Division of Corporation Finance
Office of Energy & Transportation
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
April 17, 2023
Re:
IperionX Limited
Form 20-F for the Fiscal Year ended June 30, 2022
Filed August 26, 2022
File No. 001-41338
Dear Mr. Schuler and Mr. Hiller,
Please find our response to the comments set forth in a letter dated April 13, 2023 (the “Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the
above-mentioned Annual Report on Form 20-F for the fiscal year ended June 30, 2022 (the “2022 20-F”). References to the “Company,” “IPX,” “we,” “us” and “our” in this letter refer to IperionX Limited, unless otherwise indicated.
For your convenience, we have restated below in bold each comment from the Letter and supplied our responses immediately thereafter. Page references included in our responses are to those contained in Amendment No. 1
to the 2022 20-F (the “Amendment No. 1”).
Form 20-F for the Fiscal Year ended June 30, 2022
D. Property, Plant and Equipment
Titan Project, page 42
1.
Please expand the disclosures proposed in response to prior comment 3, regarding the individual heavy mineral prices, to also include the individual prices for all of the Rare Earth
Elements (REE) that contribute to your REE concentrate price along with the percentage of each REE found in your typical concentrate sold.
Response 1: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the individual prices for all of the
REE that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate.
Exhibit 15.1
Technical Report Summary on the Titan Project, page E-0
Section 11.8 - Cut-off Grade, page E-28
2.
We note your response to prior comment 5 and the revisions proposed regarding disclosure of individual heavy mineral prices in the technical report summary. In addition to those changes,
the individual prices for all of the Rare Earth Elements (REE) that contribute to the REE concentrate price along with the percentage of each REE found in your typical concentrate sold, should be disclosed; Table 21 should also be modified
to include the historical prices along with the spot prices and forecast prices utilized.
Response 2: In response to the Staff’s comment, we will revise the disclosure as set forth in Annex A attached hereto to also include the individual prices for all of the REE
that contribute to our REE concentrate price along with the percentage of each REE found in our typical REE concentrate. We have also revised the disclosure to include the historical prices along with the spot prices and forecast prices utilized.
Section 13.3 - Production Target and Mine Schedule, page E-32
3.
We note your response to prior comment 7 including the proposed final mining limit map and LOM mine production schedule. The technical report summary should also include the mining
schedules utilized in the cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.
Response 3: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the mining schedules utilized in the
cash flow analyses for mining both (i) indicated resources and (ii) indicated resources with inferred resources.
Section 19 - Economic Analysis, page E-57
4.
We note the revisions proposed in response to prior comment 10 regarding the cash flow analyses for the indicated resources and combined indicated and inferred resources.
The cash flow analyses should be further revised to include the corresponding LOM production schedule (tonnage & grade) and a line item for royalties; and the results of the
analyses should be described in the accompanying text with equal prominence.
Response 4: In response to the Staff’s comment, we will revise the disclosure as set forth as in Annex A attached hereto to also include the corresponding LOM production
schedule (tonnage & grade). We respectfully advise the Staff that the only royalties payable are landowner royalties which we have included as a separate line item. We have also revised the disclosure to describe the results of the analyses
in the accompanying text with equal prominence.
2
Sincerely,
/s/ Greg Swan
Greg Swan
Chief Financial Officer
Via E-mail:
cc:
Jeanne McMullin, Chief Legal Officer
Eric Scarazzo, Gibson, Dunn & Crutcher LLP
3
Annex A
Response 1:
Mineral resources
*****
We have reported mineral resources, prepared in accordance with Subpart 1300 requirements of the SEC as part of our exploration and evaluation activities. On July 1, 2022, we filed a technical report summary for our
Titan Project, dated June 30, 2022, which report is an exhibit to this Annual Report on Form 20-F. As of June 30, 2022, we have reported 431 million metric tons of mineral resources at a grade of 2.2% total heavy minerals (“THM”), containing 9.5
million metric tons of THM at a 0.4% cut-off. Slimes (“SL”) and oversize material accounts for approximately 20% and 2.5% of the THM fraction respectively. Mineralization occurs as a single, large, and coherent near-surface deposit. In addition,
preliminary analysis of valuable heavy minerals (“VHM”) (which form a proportion of the THM) indicates a valuable mineral assemblage consisting of zircon, rutile, ilmenite, rare earth elements (“REE”), and staurolite.
The estimated economic cut-off grade of 0.4% THM utilized for resource reporting purposes has been calculated using on a revenue cost break even calculation and is based on the following
assumptions:
•
historical 2017 to 2021 annual average prices for ilmenite, rutile, rare earth concentrate and zircon as set out below;
•
recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for rare earth concentrate and 90.8% for zircon;
•
operating cost estimates of $3.00/t ROM mining, $3.00/t ROM processing, $0.40/t ROM transport and $0.90/t ROM general and administrative costs; and
•
a royalty of 5% is included in the cut-off grade.
Historic, spot, and forecast product prices (US$/t, 2022 real terms, rounded).
Product
Historic
2017 – 2021
(annual average,
US$/t)
Spot
pricing1
Forecast
2023 – 2027
(annual average,
US$/t)
Forecast
2028+
(annual average,
US$/t)
Rare earth concentrate
$4,8212
$11,180 – $12,850
$14,325
$17,690
Rutile
$1,030
$1,960 – $2,280
$1,475
$1,285
Chloride Ilmenite
$200
$390 – $470
$305
$310
Zircon (premium)
$1,405
$2,500 – $3,025
$2,240
$1,685
Zircon (concentrate)
$630
$945 – $1,330
$1,010
$760
4
Historic, spot, and forecast individual REE prices (US$/t, 2022 real terms, rounded).
Rare Earth Oxide
Historic
2017 - 2021
(annual average
US$/kg)3
Spot
pricing4
(US$/kg)
Forecast
2023 - 2027
(annual average
US$/kg)
Forecast
2028+
(annual average
US$/kg)
Lanthanum
$1.8
$1.2
$1.4
$1.4
Cerium
$1.8
$1.3
$1.5
$1.5
Praseodymium
$64.1
$143.9
$194.4
$242.4
Neodymium
$58.5
$143.9
$204.6
$255.1
Samarium
$2.0
$3.3
$4.9
$6.8
Europium
$36.4
$27.6
$34.5
$40.2
Gadolinium
$26.5
$79.0
$108.1
$130.1
Terbium
$692.2
$2,109.6
$2,419.6
$2,935.2
Dysprosium
$254.6
$371.2
$565.5
$690.6
Holmium
$76.6
$193.1
$295.5
$337.1
Erbium
$26.7
$53.7
$64.8
$73.9
Ytterbium
$16.2
$14.8
$18.6
$21.7
Lutetium
$666.1
$782.7
$900.9
$1,051.0
Yttrium
$3.8
$12.3
$16.1
$22.7
Pricing has been based upon the following standard product specification requirements:
Initial Assessment product specification requirements.
Product
Product specification requirements
Rare earth concentrate
Mineral rare earth concentrate with 58.68 weight % total rare earth oxides (TREO) – as set out in the table below. Value of rare earth concentrate calculated as 31% value of contained TREO plus 10% premium
for Titan Project’s heavy rare earth enrichment.
Rutile
Bulk rutile with titanium dioxide content (TiO2) of 94% - 96%
Chloride Ilmenite
Chloride ilmenite with titanium dioxide content (TiO2) of 58% - 65%
Zircon (premium)
Premium bulk zircon with ZrO2 + HfO2 >66%
Zircon (concentrate)
Zircon concentrate with ZrO2 + HfO2 >30%
Key product specifications of Titan-derived rare earth mineral concentrate.
Rare Earth Oxide
Concentration (weight %)
La
10.50%
Ce
21.90%
Pr
2.59%
Nd
9.85%
Sm
1.80%
Eu
0.15%
Gd
1.48%
Tb
0.20%
Dy
1.19%
Ho
0.22%
Er
0.66%
Tm
0.09%
Yb
0.54%
Lu
0.08%
Y
7.43%
TREO
58.68%
1
Sources: Ruidow.com at June 29, 2022 and Iluka Resources.
2
Refer to table below for individual prices for REE’s that contribute to the REE concentrate price and table below for the percentage of each REE in our REE concentrate. REE historic average pricing is based
on limited available data for 2017.
3
REE historic average pricing is based on limited available data for 2017.
4
Source: Argus at June 29, 2022.
5
Response No. 2
11.8
Cut-off Grade
A nominal bottom cut of 0.4% THM is offered, based on preliminary assessment of resource value and anticipated operational cost evaluated through preliminary engineering work.
The estimated economic cut-off grade of 0.4% THM utilized for resource reporting purposes has been calculated using on a revenue cost break even calculation and is based on the following assumptions:
•
historical 2017 to 2021 annual average prices for ilmenite, rutile, rare earth concentrate and zircon as set out in Tables 17 and 18;
•
recovery factors of 82.6% for ilmenite, 60.9% for rutile, 77.1% for rare earth concentrate and 90.8% for zircon;
•
operating cost estimates of $3.00/t ROM mining, $3.00/t ROM processing, $0.40/t ROM transport and $0.90/t ROM general and administrative costs; and
•
a royalty of 5% is included in the cut-off grade.
SEC Regulation S-K 1300 requires that all reports of Mineral Resources must have reasonable prospects for eventual economic extraction regardless of the classification of the resource.
As detailed in the Initial Assessment, Mineral Resources are amenable to exploitation, incorporating a multi-decade mine life and the application of conventional mining and processing technology.
The QP has used this information as the basis for determining reasonable prospects for eventual economic extraction.
*****
6
Table 17: Historic, spot, and forecast product prices (US$/t, 2022 real terms, rounded).
Product
Historic
2017 – 2021
(annual average,
US$/t)
Spot
pricing12
(US$/kg)
Forecast
2023 – 2027
(annual average,
US$/t)
Forecast
2028+
(annual average,
US$/t)
Rare earth concentrate
$4,82113
$11,180 – $12,850
$14,325
$17,690
Rutile
$1,030
$1,960 – $2,280
$1,475
$1,285
Chloride Ilmenite
$200
$390 – $470
$305
$310
Zircon (premium)
$1,405
$2,500 – $3,025
$2,240
$1,685
Zircon (concentrate)
$630
$945 – $1,330
$1,010
$760
Table 18: Historic, spot, and forecast individual REE prices (US$/t, 2022 real terms, rounded).
Rare Earth Oxide
Historic
2017 - 2021
(annual average
US$/kg)14
Spot
pricing15
(US$/kg)
Forecast
2023 - 2027
(annual average
US$/kg)
Forecast
2028+
(annual average
US$/kg)
Lanthanum
$1.8
$1.2
$1.4
$1.4
Cerium
$1.8
$1.3
$1.5
$1.5
Praseodymium
$64.1
$143.9
$194.